NOTE 4· Business Combinations

Acquisitions in 2014

During the six months ended June 30, 2014, Brown & Brown acquired the assets and assumed certain liabilities of five insurance intermediaries, all of the stock of one insurance intermediary that owns an insurance carrier and a book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC Topic 805 — Business Combinations (“ASC 805”). The aggregate purchase price of these acquisitions and the miscellaneous adjustments totaled $1,140,408,000 including $720,102,000 of cash payments, the issuance of $125,000 in other payables, the assumption of $407,023,000 of liabilities and $13,158,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one- to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Condensed Consolidated Statement of Income when incurred.

The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made.

Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the six months ended June 30, 2014, several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $33,000 relating to the assumption of certain liabilities.

The following table summarizes the aggregate purchase price allocations made as of the date of the acquisitions for the current-year acquisitions and adjustments made during the measurement period for prior-year acquisitions:


(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Other Payable		Recorded Earn-Out Payable		Net Assets Acquired		*Maximum* *Potential Earn-* *Out Payable*
The Wright Insurance Group, LLC.	National Programs	May 1, 2014		610,158		—		—		610,158		—
Pacific Resources Benefits Advisors, LLC	Retail	May 1, 2014	$	90,000	$	—	$	8,819	$	98,819	$	35,000
Axia Strategies, Inc.	Wholesale Brokerage	May 1, 2014		9,870		—		1,824		11,694		5,200
Other	Various	Various		10,074		125		2,515		12,714		6,028

Total			$	720,102	$	125	$	13,158	$	733,385	$	46,228

The following table summarizes the adjustments made to the estimated fair values along with the aggregate assets and liabilities acquired as of the date of each acquisition:


(in thousands)	PacRes			Axia		Wright			Other			Total
Cash	$	—		$	—	$	25,365		$	—		$	25,365
Other current assets		2,383			—		16,768			436			19,587
Fixed assets		53			24		7,445			1,719			9,241
Reinsurance recoverable		—			—		25,238			—			25,238
Prepaid reinsurance premiums		—			—		289,013			—			289,013
Goodwill		70,255			7,377		417,539			7,936			503,107
Purchased customer accounts		26,460			4,252		213,958			2,842			247,512
Non-compete agreements		21			41		1,119			119			1,300
Other assets		—			—		20,045			—			20,045

Total assets acquired		99,172			11,694		1,016,490			13,052			1,140,408
Other current liabilities		(353	)		—		(14,911	)		(338	)		(15,602	)
Losses and loss adjustment expense		—			—		(25,238	)		—			(25,238	)
Unearned premiums		—			—		(289,013	)		—			(289,013	)
Deferred income tax, net		—			—		(44,476	)		—			(44,476	)
Other liabilities		—			—		(32,694	)		—			(32,694	)

Total liabilities assumed		(353	)		—		(406,332	)		(338	)		(407,023	)

Net assets acquired	$	98,819			11,694		610,158		$	12,714		$	733,385

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and non-compete agreements, 3.3 years.

Goodwill of $503,107,000 was allocated to the Retail, National Programs, Wholesale Brokerage, and Services Divisions in the amounts of $78,395,000, $417,539,000, $(239,000), $7,412,000, respectively. Of the total goodwill of $503,107,000, $148,592,000 is currently deductible for income tax purposes and $341,357,000 is non-deductible. The remaining $13,158,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

The results of operations for the acquisitions completed during 2014 have been combined with those of the Company since the acquisition date. The total revenues and income before income taxes from the acquisitions completed through June 30, 2014, included in the Condensed Consolidated Statement of Income for the six months ended June 30, 2014, were $29,796,000 and $1,294,000, respectively. If the acquisitions had occurred as of the beginning of the period, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.


(UNAUDITED)	For the three months ended June 30,				For the six months ended June 30,
(in thousands, except per share data)	2014		2013		2014		2013
Total revenues	$	410,801	$	365,964	$	812,972	$	737,673
Income before income taxes	$	106,186		99,431	$	206,102		211,003
Net income	$	64,427		59,975	$	124,753		127,408

Net income per share:
Basic	$	0.44	$	0.42	$	0.86	$	0.88
Diluted	$	0.44	$	0.41	$	0.85	$	0.87

Weighted average number of shares outstanding:
Basic		141,250		140,836		141,428		140,816
Diluted		143,032		143,021		143,169		142,938

Acquisitions in 2013

During the six months ended June 30, 2013, Brown & Brown acquired the assets and assumed certain liabilities of two insurance intermediaries and a book of business (customer accounts). The aggregate purchase price of these acquisitions was $17,865,000, including $14,366,000 of cash payments, the issuance of $85,000 in other payables, the assumption of $860,000 of liabilities and $2,554,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core businesses and to attract and hire high-quality individuals. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one- to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the condensed consolidated statement of income when incurred.

Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC Topic 805 – Business Combinations (“ASC 805”). For the six months ended June 30, 2013, several adjustments were made within the permitted measurement period that resulted in reduction to the aggregate purchase price of the applicable acquisitions of $1,115,000, including $18,000 of cash payments, a reduction of $454,000 in other payables, the assumption of $42,000 of liabilities and the reduction of $721,000 in recorded earn-out payables.

The following table summarizes the aggregate purchase price allocations made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions:


(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Other Payable			Recorded Earn-Out Payable			Net Assets Acquired			*Maximum* *Potential Earn-* *Out Payable*
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services	January 9, 2012	$	—	$	(454	)	$	—		$	(454	)	$	—
Insurcorp & GGM Investments LLC	Retail	May 1, 2012		—		—			(834	)		(834	)		—
Richard W. Endlar Insurance Agency, Inc.	Retail	May 1, 2012		—		—			220			220			—
Texas Security General Insurance Agency, Inc.	Wholesale Brokerage	September 1, 2012		—		—			(107	)		(107	)		—
The Rollins Agency, Inc.	Retail	June 1, 2013		13,792		50			2,256			16,098			4,300
Other	Various	Various		592		35			298			925			448

Total			$	14,384	$	(369	)	$	1,833		$	15,848		$	4,748

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period for prior year acquisitions:


(in thousands)	Rollins			Arrowhead			Insurcorp			Endlar		Texas Security			Other			Total
Other current assets	$	—		$	—		$	—		$	—	$	25		$	1,455		$	1,480
Fixed assets		30			—			—			—		—			1			31
Goodwill		13,019			(454	)		(566	)		216		(843	)		(685	)		10,687
Purchased customer accounts		3,876			—			(268	)		4		708			170			4,490
Non-compete agreements		31			—			—			—		—			31			62

Total assets acquired		16,956			(454	)		(834	)		220		(110	)		972			16,750
Other current liabilities		(858	)		—			—			—		3			(47	)		(902	)

Net assets acquired	$	16,098		$	(454	)	$	(834	)	$	220	$	(107	)	$	925		$	15,848

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and non-compete agreements, 5.0 years.

Goodwill of $10,687,000, was allocated to the Retail, National Programs and Wholesale Brokerage Divisions in the amounts of $11,984,000, ($454,000) and ($843,000), respectively. Of the total goodwill of $10,687,000, $9,308,000 is currently deductible for income tax purposes and ($454,000) is non-deductible. The remaining $1,833,000 relates to the earn-out payables and will not be deductible until it is earned and paid.

The results of operations for the acquisitions completed during 2013 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through June 30, 2013, included in the Condensed Consolidated Statement of Income for the three and six months ended June 30, 2013, were $627,000 and $142,000, respectively. If the acquisitions had occurred as of the beginning of the period, the Company’s results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.


(UNAUDITED)	For the three months ended June 30,				For the six months ended June 30,
(in thousands, except per share data)	2013		2012		2013		2012
Total revenues	$	326,753	$	292,242	$	663,460	$	596,931
Income before income taxes		86,506		71,528		186,503		154,953
Net income		52,179		42,700		112,616		92,511
Net income per share:
Basic	$	0.36	$	0.30	$	0.78	$	0.65
Diluted	$	0.36	$	0.29	$	0.77	$	0.63

Weighted average number of shares outstanding:
Basic		140,836		139,086		140,816		139,044
Diluted		143,021		141,828		142,938		141,664

As of June 30, 2014, the maximum future contingency payments related to all acquisitions totaled $153,019,000, all of which relates to acquisitions consummated subsequent to January 1, 2009.

ASC 805 is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the condensed consolidated statement of income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years.

As of June 30, 2014 and 2013, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3). The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the three and six months ended June 30, 2014 and 2013, were as follows:


	For the three months ended June 30,						For the six months ended June 30,
(in thousands)	2014			2013			2014			2013
Balance as of the beginning of the period	$	48,806		$	49,469		$	43,058		$	52,987
Additions to estimated acquisition earn-out payables		14,527			2,554			14,807			1,833
Payments for estimated acquisition earn-out payables		(10,814	)		(3,761	)		(11,429	)		(8,080	)

Subtotal		52,519			48,262			46,436			46,740

Net change in earnings from estimated acquisition earn-out payables:

Change in fair value on estimated acquisition earn-out payables		(375	)		159			5,228			1,156
Interest expense accretion		552			497			1,032			1,022

Net change in earnings from estimated acquisition earn-out payables		177			656			6,260			2,178

Balance as of June 30	$	52,696		$	48,918		$	52,696		$	48,918

Of the $52,696,000 estimated acquisition earn-out payables as of June 30, 2014, $20,278,000 was recorded as accounts payable and $32,418,000 was recorded as other non-current liabilities.